Common use of Deferred Consideration Clause in Contracts

Deferred Consideration. At Closing, Buyer shall pay to the Escrow Agent the sum of (i) Two Hundred Fifty Thousand Dollars ($250,000) plus (ii) an amount equal to claims received by Buyer, or an agent appointed by Buyer for that purpose, under the California Uniform Commercial Code - Bulk Sales Law (the "Act") pursuant to the notice given in accordance with Sections 6104(b) and 6105 of the Act (hereinafter referred to as the "Deferred Consideration") to be held in an interest bearing account of Seller's choosing and payable pursuant to the terms of this Agreement and the Final Escrow Agreement attached hereto as EXHIBIT 3. (i) Six (6) months after the Closing Date, the amount of Deferred Consideration which exceeds the sum of One Hundred Thousand Dollars ($100,000) plus the amount of Claims (as defined in ARTICLE 12 hereof) asserted prior to the date of such disbursement, shall be paid to Seller by the Escrow Agent. (ii) One (1) year after the Closing Date, the remaining balance of the Deferred Consideration, less the amount of any additional Claims asserted prior to the date of such disbursement, shall be paid to Seller by the Escrow Agent.